Additional Equity Capital. Subject to the __________________________ exceptions described below, for a six-month period commencing from the date hereof, the Company will not enter into definitive agreements with any party to obtain equity or equity-equivalent financing (including debt financing with an equity component) before April 12, 2001 ("Future Offerings") unless it shall have first delivered to Investor, at least ten (10) business days prior to entering into definitive agreements for such Future Offering with any other Person (as defined in Article IV.B of the Certificate of Designation), written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith, and providing Investor's an option during the ten (10) day period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the "Capital Raising Limitations"). In the event the terms and conditions of a proposed Future Offering are amended in any material respect after delivery of the notice to Investor concerning the proposed Future Offering, the Company shall deliver a new notice to Investor's describing the amended terms and conditions of the proposed Future Offering and Investor's thereafter shall have an option during the ten (10) day period following delivery of such new notice to purchase the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Capital Raising Limitations shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company or (iii) a private placement, the proceeds of which would be used to redeem the Series A Preferred Stock. The Capital Raising Limitations also shall n...
Additional Equity Capital. The Company agrees that during the period beginning on the date hereof and ending on the date which is one hundred eighty (180) days following the Closing Date and for the ninety (90) day period following any Automatic Mandatory Exercise Date under any Warrant (the "LOCK-UP PERIOD"), the Company will not, without the prior written consent of the Funds or their designees, contract with any party to obtain additional financing in which any equity or equity-linked securities are issued (including any debt financing with an equity component) (an "EQUITY FINANCING") pursuant to any offering exempt from the registration requirements of the Securities Act which grants any registration rights exercisable within one year of the Closing Date. The Company will not conduct any Equity Financing during the period beginning on the Closing Date and ending one hundred eighty (180) days following the expiration of the Lock-Up Period unless it shall have first delivered to the Fund, at least ten (10) business days prior to the closing of such Equity Financing, written notice describing the proposed Equity Financing, including the terms and conditions thereof, and providing the Funds and their affiliates an option during the ten (10) business day period following delivery of such notice to purchase any or all of the securities being offered in the Equity Financing on the same terms as contemplated by such Equity Financing. Such option shall be exercised by each applicable Fund giving written notice to the Company within such period of its agreement to buy a specified amount of the offered securities. Closing of such sale shall be contemporaneous with the closing of the offering with investors other than the Funds (or, if there are no other such investors, on a date specified by the Company), provided that the Company shall provide written notice to each applicable Fund at least five (5) business days prior to any such closing. To the extent that the Funds, in the aggregate, elect to purchase more than all of such securities, the amount that each Fund shall be entitled to purchase shall be pro rated based on the Fund's Pro Rata Percentage. To the extent that the terms of an additional Equity Financing are changed in a manner that is at least partially favorable to prospective investors, the Company shall notify the Funds of all changes in such terms and the Funds shall have another ten (10) business day option to purchase on the revised terms and otherwise in accordance with t...
Additional Equity Capital. Subject to the exceptions described below, the Company will not, without the prior written consent of Rose Xxxx Xxxital Management, L.P., negotiate or contract with any party to obtain additional equity financing (including debt financing with an equity component) that involves (A) the issuance of Common Stock (whether upon conversion or exercise of a security convertible into or exercisable for Common Stock) at a discount to the market price of the Common Stock on the date of issuance thereof or, in the case of a security convertible into or exercisable for Common Stock, the date of issuance of such convertible security (taking into account the value of any warrants or options to acquire Common Stock issued in connection therewith) or (B) the issuance of convertible securities that are convertible into an indeterminate number of shares of Common Stock during the period (the "LOCK-UP PERIOD") beginning on the Closing Date with respect to the First Closing and ending one hundred eighty (180) days from the date the Registration Statement (as defined in the Registration Rights Agreement) is declared effective (plus any days in which sales cannot be made thereunder) (the limitations referred to in this sentence are collectively referred to as the "CAPITAL RAISING LIMITATIONS"). The Capital Raising Limitations shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Xxx) xx (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Capital Raising Limitations also shall not apply to the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the stockholders of the Company.
Additional Equity Capital. The Company shall have sold newly issued Common Stock for gross proceeds of at least $20,000,000.
Additional Equity Capital. 4(c) or (iv) the grant of additional options or warrants, or the issuance of ---- additional securities, under any duly authorized Company stock option, stock purchase or restricted stock plan for the benefit of the Company's employees, consultants or directors.
Additional Equity Capital. Subject to the exceptions described below, the Company will not, for a period of two (2) years after the Initial Closing, without the prior written consent of the Investor, enter into any agreement or arrangement with any third party to obtain additional financing (including in the form of debt or equity) unless the Company has first drawn down all funds available under the Line of Credit and issued the maximum number of Preferred Shares allowed hereunder to the Investor in accordance with the terms and conditions herein (such limitation is referred to as the "Capital Raising Limitation"). The Capital Raising Limitation shall not apply to any transaction involving (i) issuances of securities in an underwritten public offering provided that the prospectus public offering price per share is not less than one hundred twenty-five percent (125%) of the then applicable Ceiling Price (as defined in the Certificate of Designation and appropriately adjusted for any stock split, dividend, combination or other recapitalization), unless otherwise agreed by the Investor, (ii) issuances of securities by the Company as consideration for a merger, consolidation or purchase of assets, (iii) issuances of securities by the Company in connection with any corporate partnering relationship, including but not limited to any license, strategic partnership or joint venture or similar transaction between the Company and a biotechnology or pharmaceutical company, or in connection with the acquisition of rights to technology from academic institutions, (iv) issuances of capital stock, or options or warrants to purchase capital stock, and the capital stock issued pursuant to the exercise of such options or warrants, issued to lessors in connection with equipment financings or similar transactions, (v) issuances of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof, or (vi) the issuances of additional securities, under any Company stock option or restricted stock plan approved by a majority of the Company's disinterested directors.
Additional Equity Capital. The Company agrees that during the period beginning on the date hereof and ending one hundred eighty (180) days following the Closing Date (THE "LOCK-UP PERIOD"), the Company will not, without the prior written consent of each of the Buyers then holding shares of 1997 Preferred Stock, negotiate or contract with any party to obtain additional equity financing (including debt financing with an equity component) in any form ("FUTURE OFFERINGS"). In addition, the Company agrees that it will not conduct any Future Offering during the period beginning on the date hereof and ending one (1) year after the Closing Date unless it shall have first provided to Zanett Securities, Inc. at least ten (10) days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing Zanett Securities, Inc. an option during such ten (10) day period to purchase up to fifty percent (50%) of the proposed Future Offering on the same terms as contemplated by such Future Offering (the "CAPITAL RAISING LIMITATION"). The Capital Raising Limitation shall not apply to any commercial banking loan or issuances of securities in connection with a merger, consolidation or sale of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company or exercise of options by employees, consultants or directors. The Capital Raising Limitation also shall not apply to the issuance of securities pursuant to an underwritten public offering or upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan for the benefit of the Company's employees, directors or consultants.
Additional Equity Capital. During the period beginning on the date hereof and ending 150 days following the effective date of the Registration Statement required to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement, the Company will not, without the prior written consent of the Purchaser, contract with any party to obtain additional financing in which any equity or equity-linked securities having common stock registration rights and/or public resale rights effective within one year after the Closing Date are issued (including any debt financing with an equity component).
Additional Equity Capital. Subject to the exceptions described below, the Company will not, without the prior written consent of two-thirds in interest of the Buyers, contract with any party to obtain additional equity financing (including debt financing with an equity component) that (i) involves (A) the issuance of Common Stock at a discount to the market price of the Common Stock on the date of issuance or (B) the issuance of convertible securities that are convertible (x) into an indeterminate number of shares of Common Stock or (y) into shares of Common Stock at a discount to the market price of the Common Stock on either the date of issuance or the date of conversion, and (ii) provides for the registration under the 1933 Act of public resales of the Common Stock referred to in clause (i) above, unless (A) the Registration Statement (as defined in the Registration Rights Agreement) has been effective for at least 45 days and (B) any registration statement covering the shares of Common Stock to be issued in such additional equity financing will not be declared effective for at least 60 days after the closing of such additional equity financing. The foregoing limitations shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances of securities as consideration for a merger, consolidation or sale of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company, or (iii) issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by a majority of the Company's disinterested directors.
Additional Equity Capital. The Company agrees to consult in good faith with NightWatch about meeting any equity financing needs at any time prior to the second anniversary date of the Closing Date. For a period of two years following the Closing Date, prior to offering (or accepting any offer) to issue or sell to any third party (a “Subsequent Financing”), (i) securities related to any additional equity or equity-related financing (including debt financing with an equity component) or (ii) Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (clauses (i) and (ii) are collectively referred to herein as the “Financing Securities”), the Company covenants and agrees to offer in writing (a “Rights Notice”) to the Buyers (or their affiliates) the right to purchase (on a pro rata basis among the Buyers in accordance with their percentage of securities purchased hereunder) Units having an aggregate purchase price of $2,600,000 (the “Additional Units”), in one or more transactions, on the terms and conditions set forth in the Letter Agreement (the “Letter Agreement”), dated the Closing Date, among the Company and
